ex4_1.htm


    
      

    

    Exhibit
4.1

    


    
      	 
      	
              State
      of Delaware

            
	 
      	
              Secretary
      of State

            
	 
      	
              Division
      of Corporations

            
	 
      	
              Delivered
      12:59 PM 06/10/2008

            
	 
      	
              FILED
      12:38 PM 06/10/2008

            
	 
      	
              SRV
      080678168–2211104 FILE

            


    

    


    STATE
OF DELAWARE

    CERTIFICATE
OF AMENDMENT OF

    RESTATED
CERTIFICATE OF INCORPORATION OF

     

    LAPOLLA
INDUSTRIES, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware.

    


    DOES
HEREBY CERTIFY:

    


    FIRST:
Pursuant to Section 228 of the Delaware General Corporation Law, as amended, and
Article I, Section 7 of LaPolla Industries, Inc.’s Bylaws, the Board of
Directors unanimously resolved and duly adopted a proposed amendment to the
Restated Certificate of Incorporation, as it has been amended from time to time,
of said corporation, declaring said amendment to be advisable and for
consideration thereof. The proposed amendment is as follows:

    


    RESOLVED,
that the Restated Certificate of Incorporation of this corporation be amended by
changing the Article and Section thereof numbered "FOURTH", Section "A", so
that, as amended, said Article's Section shall be and read as
follows:

     

    "FOURTH:
Capital Stock. A. The total number of shares of stock which the Corporation
shall have the authority to issue is One Hundred Million (100,000,000) shares of
which Ninety Eight Million (98,000,000) shall be common stock of the par value
of One Cent ($.01) per share (hereinafter called the "Common Stock") and of
which Two Million (2,000,000) shares shall be preferred stock of the par value
of One Dollar ($1.00) per share (hereinafter called the "Preferred
Stock")."

     

    SECOND:
That thereafter, pursuant to Section 228 of the Delaware General Corporation
Law, as amended, a written consent of 67.49 % of the outstanding shares of
Common Stock at the close of business on May 2, 2008, in lieu of and without a
meeting, without prior notice and without a vote, was duly executed, wherein
stockholders owning more than the necessary number of shares as required by
statute voted in favor of the amendment.

     

    THIRD:
That said amendment was duly adopted in accordance with the provision of Section
242 of the General Corporation Law of the State of Delaware.

     

    FOURTH:
That the capital of said corporation shall not be reduced under or by reason of
said amendment.

    


    FIFTH:  Except
as amended hereby, the Restated Certificate of Incorporation of LaPolla
Industries, Inc., as it has been amended from time to time, is hereby ratified
and approved.

     

    IN
WITNESS WHEREOF, said LAPOLLA INDUSTRIES, INC. has caused this certificate to be
signed by Michael T.
Adams, EVP, an Authorized Officer, this 10th day of June,
2008.

    


    
      	 
      	 
      	
              LAPOLLA
      INDUSTRIES, INC.

            
	 
      	 
      	 
      
	 
      	
              BY:

            	
              /s/  Michael
      T. Adams, EVP

            
	 
      	
              TITLE
      OF OFFICER:

            	
              Executive Vice
      President